Volato Group Inc - A股招股说明书（2025年6月5日版）

Filed Pursuant to Rule 424(b)(3)Registration No. 333-287015 4,067,553 SHARES OF COMMON STOCK This prospectus supplement (this “Supplement”) is being filed toupdate and supplement the information contained in theprospectus dated May 14, 2025 (the “Prospectus”)relating tothe resale from time to time of up to 4,067,553 shares of common stock,par value $0.0001 (“Common Stock”), of Volato Group, Inc., a Delaware corporation (“we,” “us,” “our,” or the “Company”) by JAKOpportunities IX, LLC (the “Selling Stockholder”) consisting of 4,067,553 shares of Common Stock issuable upon the conversion of(i) a 10% original issue discount senior unsecured convertible promissory note issued to the Selling Stockholder on December 4, 2024in an aggregate original principal amount of $4,500,000 (the “First Tranche Note”) and (ii) a 10% original issue discount seniorunsecured convertible promissory note to be issued to the Selling Stockholder in an aggregate original principal amount of $1,500,000,subject to the satisfaction or waiver of certain conditions (the “Second Tranche Note” and together with the First Tranche Note, the This Supplement updates and supplements the information in the Registration Statement and Prospectus, and is not completewithout, and may not be delivered or utilized except in combination with, the Registration Statement and the Prospectus, including anyamendments or supplements thereto. This Supplement should be read in conjunction with the Registration Statement and the We are not selling any securities under the Prospectus or this Supplement and will not receive any of the proceeds from thesale of shares of common stock by the Selling Stockholder. However, we received $4,050,000 in aggregate gross proceeds inconnection with the issuance and sale of the First Tranche Note and we will receive an additional $1,350,000 in aggregate gross Our shares of Common Stock are listed on the NYSE American LLC under the symbol “SOAR”. On June 3, 2025, theclosing sale price per share of our common stock was $2.63. Investing in our Common Stock involves risks. Before buying any shares of Common Stock, you should carefullyreview the risks and uncertainties described under the heading “Risk Factors” beginning on page 8 of the Prospectus and in Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued underthe Prospectus or passed upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation The date of this prospectus supplement is June 5, 2025 EXPLANATORY NOTE This Supplement is being filed solely to update and supplement the information included in the Prospectus with certaininformation set forth below. Capitalized terms that are used but not defined in this Supplement are defined in the Prospectus. In this Side Letter On May 22, 2025, the Company and the Selling Stockholder entered into a Side Letter (the “Side Letter”), pursuant to whichthe Company and the Selling Stockholder (i) acknowledged and agreed that, as of May 22, 2025, the Company had not fully satisfiedthe necessary conditions to close on the Second Tranche Note and at that time, neither party was obligated to close on the SecondTranche Note unless the necessary closing conditions were satisfied or waived pursuant to the terms of the SPA, and (ii) agreed that As of the date of this Supplement, the Company has not yet satisfied its obligations under the previously disclosed SettlementAgreement and Stipulation entered into with Sunpeak Holdings Corporation (“Sunpeak”) that became effective on November 6, 2024(the “Settlement Agreement”) and that relates to the settlement of outstanding claims owed to Sunpeak. Under the SettlementAgreement, Sunpeak agreed to purchase certain outstanding payables between the Company and designated vendors of the Companytotaling approximately $4.7 million (the “Claims”), and to thereafter exchange such Claims for a settlement amount payable in sharesof Common Stock. Instead of certain of the Claims being resolved under the Settlement Agreement, the Company satisfied a $1.2